Abstract -- One of the main strengths of Virtual Worlds like Second Life is that they provide a multiuser 3-D environment that may be used for either classroom-based or autonomous language learning. While most of the research into the use of VWs has focused on older language learners, VWs also have great potential for young learners, for whom a "virtual" life is now normal. While Second Life is one of the most popular VWs at the current time, there are a number of other VW platforms that, taken together, dwarf Second Life in terms of users. A few of these include: Active Worlds, Entropia Universe, Club Penguin; and MMOGs like the World of Warcraft, Runescape, Lineage II, etc. In addition to these worlds, there are also more customized environments such as Croquet and OpenSimulator. This presentation will provide an overview of Virtual Worlds and their place in education, followed by a discussion of an ongoing (2 years so far) telecollaboration project that makes use of Second Life with groups of students located in Canada, Spain, and Austria. Starting when the students were six years-old the VW was used for a variety of functions ranging from teaching directions to creating custom machinima used by the students for a unit focused on healthy habits. The venues used for the research will be shown in the VW itself, and images and movies of the collaboration will be discussed. Bio -- Randall Sadler is an Associate Professor of Linguistics at the U. of I., where he teaches courses on Computer-Mediated Communication and Language Learning (CMCLL), Virtual Worlds and Language Learning (VWLL) and Teaching of Second Language Reading and Writing. His main research focus is on the role of technology in language learning, with a particular focus on how Virtual Worlds may be used to enhance that process. He has published in these areas in journals including the Journal of English for Academic Purposes, CALICO Journal, and Computers & Education. His latest book, Virtual Worlds, Telecollaboration, and Language Learning: From Theory to Practice will be published by Peter Lang. He is also the co-owner of the EduNation Islands, which are located in the Virtual World Second Life, where he may often be found in the guise of his avatar, Randall Renoir.